June 4-5, 2009 Metropolitan Hotel, Toronto. The Canadian Institute s National Summit on. Conversions, Mergers and Buyouts for INCOME TRUSTS

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June 4-5, 2009 Metropolitan Hotel, Toronto The Canadian Institute s National Summit on Conversions, Mergers and Buyouts for INCOME TRUSTS and REITs Making strategic decisions in an uncertain climate

1 June 4-5, 2009 Metropolitan Hotel, Toronto The Canadian Institute s National Summit on Conversions, Mergers and Buyouts for INCOME TRUSTS and REITs Making strategic decisions in an uncertain climate Conference Chair: Hear From Top Experts, Including: Sandy McIntyre Senior Vice President & Senior Portfolio Manager Sentry Select Capital Corporation Margaret Lefebvre Executive Director Tim McSorley Vice President & CFO Canadian Real Estate Investment Trust (CREIT) Canada s top INCOME TRUST and REIT experts will share ideas and provide solutions to the sectors most pressing challenges. Attend and learn about: Making strategic decisions as an income trust Opting for mergers and buyouts as an exit strategy Exploring the restructuring needs for REITs Understanding the investor perspective and access to capital Implementing the IFRS conversion for income trusts and REITs Case studies, and much more Keynote Address: Richard Turner CEO Titan Star Investment Group Inc. Chair/Trustee or Former Chair/Trustee: WesternOne Equity Income Fund Sun Gro Horticultural Income Fund Pure Industrial REIT IAT Air Cargo Facilities Income Fund Sunrise Senior Living REIT PLUS! Supported by: Gain additional value by attending the interactive post-conference workshop on June 5, 2008 Demystifying the New SIFT Conversions Rules Register Now CanadianInstitute.com/Trust

2 WITH A TAX ENVIRONMENT THAT IS NO LONGER FAVORABLE AND A FIRM CONVERSION DEADLINE, INCOME TRUSTS AND SOME REITs HAVE TOUGH DECISIONS TO MAKE. Attend this event to make sure that these are informed decisions get the right answers to the tough questions. Canadian income trusts have known since October 31, when the government announced the decision to tax them that their very existence is under threat. Before that date, they were attractive structures for companies looking to get a better deal on taxes. Now many investors and executives look at income trusts as infl exible entities that no longer have the attractive tax benefi ts. As a result, many trusts will chose to convert to corporations, seek to be bought out by or merge with other companies. To convert, income trusts face a fi rm tax-free rollover deadline the end of 2012 and newly released SIFT conversion rules spell out how they can do so. Many income funds have already decided to convert and it is expected that the fi nal approval of the government s tax-free conversion rules will accelerate the pace. But due to the time needed to plan and execute a conversion strategy, income trusts must make tough decisions in a period of uncertainty. And they have questions: Whether to convert, how to implement a conversion, when is the best time to convert and what new structure should they implement? Real Estate Investment Trusts (REITs) that meet specifi c requirements will be excluded from the SIFT tax but face many similar issues to income trusts in the context of today s capital markets. Other REITs will need to restructure to comply with the REIT requirements or consider conversion and M&A alternatives like income trusts. To deal with these issues, the Canadian Institute is organizing its National Summit on Conversions, Buyouts and Mergers for Income Trust and REITs. So join us and Canada s top experts in this must-attend event. SPEAKER FACULTY Chair Speakers Peter Carayiannis Government and Legal Relations Robert Chadwick Michael Klax Director Investment Banking National Bank Financial Robert Kopstein Blake, Cassels and Graydon LLP Margaret Lefebvre Executive Director Canadian Association of Income Funds Sandy McIntyre Senior Vice President & Senior Portfolio Manager Sentry Select Capital Corporation Tim McSorley Vice President & CFO Canadian Real Estate Investment Trust (CREIT) James Merkur Vice President Genuity Capital Markets Steve Michell Peter Miller BMO Capital Markets Don Newell Deloitte and Touche LLP Jon Northup Daniel Nowlan CIBC World Markets Janice Russell PricewaterhouseCoopers LLP Stephen Sender and Industry Head Scotia Capital Janet Stockton BDO Dunwoody LLP Seymour Temkin Chair Medical Facilities Corporation Senior Business Advisor Richard Turner CEO Titan Star Investment Group Inc. Neil Wiener Heenan Blaikie LLP Tal Woolley Senior Analyst Workshop Leaders John Krukowski Tax KPMG LLP Jack A. Silverson Osler, Hoskin & Harcourt LLP For over 20 years, The Canadian Institute s conferences, summits and executive briefi ngs have provided the business intelligence that Canadian decision makers need, to respond to challenges and opportunities both here at home and around the world. With a view to provide information on the leading edge, The Canadian Institute operates as a think tank monitoring trends and developments in all major industry sectors. Headquartered in Toronto, The Canadian Institute produces over 180 events attended by thousands of senior executives from across the country. For more information, visit

3 I N C O M E DAY 1 JUNE 4, :00 Registration Opens Coffee Served 8:45 Opening Remarks From the Chair 9:00 Making Strategic Decisions as an Income Trust Keynote address: Richard Turner CEO Titan Star Investment Group Inc. Chair/Trustee or Former Chair / Trustee: WesternOne Equity Income Fund Sun Gro Horticultural Income Fund Pure Industrial REIT IAT AirCargo Facilities Income Fund Sunrise Senior Living REIT Panel: Daniel Nowlan CIBC World Markets Robert Kopstein Blake, Cassels and Graydon LLP Robert Chadwick In light of turbulent market conditions, and with the looming imposition of SIFT tax, the time has come for income funds to make strategic decisions on their future. Many income funds have already decided to convert and it is expected that the release of the government s tax-free conversion rules will accelerate the pace. Join Richard Turner and several of Canada s leading experts in this opening session to learn more about the key strategic factors confronting income funds. Implementing a strategic review process Understanding the legal framework for the conversion decision, including board duties and responsibilities Exploring strategic alternatives available to income funds Evaluating the conversion decision, and reviewing the key strategic factors including: - Loss of current tax effi ciency - Tax consequences for unitholders - Access to capital and liquidity - Acquisitions and growth strategy - Identifying the optimal legal and capital structure for your business When to convert: costs and benefi ts of converting sooner or later Remaining an income trust beyond 2011 Exploring special considerations in distressed situations 10:30 Networking Refreshment Break 10:45 Opting for Mergers, Buyouts and Privatization as an Exit Strategy for Income Trusts and REITs James Merkur Principal Genuity Capital Markets Janice Russell PricewaterhouseCoopers LLP As income trusts value fluctuates ahead of losing the taxation advanta ge to corporations, many will be bought up or merge with other entities. Attend this session to learn how to overcome the challenges related to these processes. Update on the income trust M&A market Positioning a trust for the M&A process Exploring when privatization may be preferable to conversion Unwinding the trust structure in the course of a takeover Exploring the legacy impact of the income trust structure before it merges with another organization Understanding the rights and privileges of the unit holders, as well as the structure of the trust 12:00 Networking Luncheon for Speakers and Delegates 1:15 Case Studies: A Practical Overview of the Conversion Process Steve Michell Jon Northup Neil Wiener Heenan Blaikie LLP The income trust has decided to convert. What now? Drawing on the experiences of those trusts that have already converted, this panel will provide a practical overview of the conversion process. Attend this session to learn more about: Understating the conversion process and timeline Exploring key issues and decision points

4 T R U S T S A N D Comprehending tax structuring Exploring securities law considerations Managing communications with investors Tips and traps for the unwary 2:30 Networking Refreshment Break 2:45 Focusing on REITs the Way Forward Michael Klax Director, Investment Banking National Bank Financial Tim McSorley CFO Canadian Real Estate Investment Trust (CREIT) Stephen Sender and Industry Head Scotia Capital Seymour Temkin Chair Medical Facilities Corporation Senior Business Advisor Real Estate Investment Trusts (REITs) that meet specifi c requirements will be excluded from the SIFT tax but face many similar issues to income trusts in the context of today s capital markets. Other REITs will need to restructure to comply with the REIT requirements or consider conversion and M&A alternatives like income trusts. Attend this session and learn about: Exploring strategies for the survival of the structure - Conversion - Consolidation - Staple Platform Reviewing the impact of SIFT Legislation Addressing ability to access capital Is the shareholder base changing? Exploring possible IFRS surprises 4:00 Mastering the Ins and Outs of IFRS - Implementation for Income Trusts and REITs Don Newell Deloitte and Touche LLP Janet Stockton BDO Dunwoody LLP Understanding the basics of Canada s IFRS conversion requirements Do income trusts and REITs face added challenges in this conversion? How does the IFRS conversion for income trusts differ from organizations with other corporate structures Navigating regulatory changes arising from IFRS Clarifying the tax consequences of IFRS for income trusts 5:00 Chair s Closing Remarks DAY TWO JUNE 5, :30 Coffee Served 8:55 Opening Remarks from the Chair 9:00 Overcoming the Challenges Canada s Current Political Climate Places on Income Trusts Margaret Lefebvre Executive Director Peter Carayiannis Government and Legal Relations Exploring the aftermath of the October 31, 2006 announcement on capital markets: Level playing fi eld now and in the future Discussing Canada s current political climate and its effects on the future of income trusts Discussing ways income trust legislation could be improved Looking to the future: What can happen between now and Dec. 31, 2012? Other key issues confronting income trusts 9:45 Understanding the Investor Perspective: Pros and Cons of Staying With Income Trusts Before and After Conversions Sandy McIntyre Senior Vice President & Senior Portfolio Manager Sentry Select Capital Corporation Tal Woolley Senior Analyst As many income trusts elect to convert into corporations, large Canadian investors in these entities face many questions and uncertainties. Attend this session to find more about their views on:

R E I T s Calculating the market s reaction to new public corporations stemming from income trusts Exploring the views of large pension funds, which have invested heavily on income trusts Protecting

5 R E I T s Calculating the market s reaction to new public corporations stemming from income trusts Exploring the views of large pension funds, which have invested heavily on income trusts Protecting the interest of current income trust investors Backing conversions to corporations Monitoring the process for extraordinary payouts and unreasonable compensation schemes Exploring U.S. and Foreign Investor Fears and Needs During Income Trust Conversions in Canada What will non-resident investors do with their voting power when a decision to convert is made? 10:45 Networking Refreshment Break 11:00 Obtaining Access to Capital in an Uncertain Climate for Income Trusts and REITs Before and After Conversion Peter Miller BMO Capital Markets As investors shied away from trusts following the change in the taxation rules, access to capital became more diffi cult. Now that many income trusts will convert back to being corporations, will they face a series of new challenges in raising capital? In this session find out more about how to access capital during the process of conversion. Converting to a corporation: Will access to capital be easier or harder? How will your payout policy impact your investor base Understanding the challenges of raising capital for newly-converted corporations Setting appropriate strategies for growth after tax incentives are gone Understanding the negative effects general economic malaise is having on capital access for all business entities What are the lenders views in this climate of uncertainty 12:00 Chair s Closing Remarks, Conference Concludes Sponsorship & Exhibition Opportunities Maximize your organization s visibility in front of key decisionmakers in your target market For more information, contact Senior Business Development Executive Andrew Thompson at ext. 232, toll-free ext. 232 or by at a.thompson@canadianinstitute.com INTERACTIVE POST-CONFERENCE WORKSHOP 1:15 pm 4:30 pm (12:15 Lunch served for the workshop delegates) Demystifying the New SIFT Conversion Rules John Krukowski Tax KPMG LLP Jack A. Silverson Osler, Hoskin & Harcourt LLP The fi nance minister released on July 14, 2008 the draft amendments to the Canadian Income Tax Act to facilitate the conversion of specifi ed investment fl ow-through (SIFT) entities, commonly known as income trusts, and real estate investment trusts into corporations. The draft rules are meant to facilitate the income trusts conversion to corporate form, because when taxation rules on income trusts were enacted in 2006, the legislation did not include specifi c rules that easily facilitated the conversion to corporate form. Exploring the implementation of the new rules Understanding the two forms of SIFT conversions - Exchanging the units directly for shares - Distributing shares on the redemption of trust units - Dealing with exchangeable interests Exploring issues affecting non-resident unit holders Understanding the details of the conversion process Exploring additional provisions - Employee options - Internal debt - Acquisition of control DON T MISS A SINGLE DETAIL! All delegates to The Canadian Institute s Income Trust will now receive a complimentary CD ROM with full colour graphs, charts and presentations from the conference.* Great for sharing with co-workers! STILL WANT A PRINTED VERSION? Add a Conference Materials Binder to Your Order see registration form for details. * CD ROMs ( a $320 value) will be distributed to delegates onsite as part of their registration package The Canadian Institute, 2009

6 To expedite your registration, please mention your Priority Service Code 305S09.S June 4-5, 2009 Metropolitan Hotel, Toronto The Canadian Institute s National Summit on Conversions, Mergers and Buyouts for INCOME TRUSTS and REITs Making strategic decisions in an uncertain climate REGISTRATION FORM ATTENTION MAILROOM: If undeliverable to addressee, please forward to: CFO, Tax Director, In-House Consel Top Reasons to Attend Listen to Canada s top experts discuss strategic decisions for income trusts Learn about exit strategies: Conversions, buyouts and mergers Understand the investors perspective Delve into REIT issues and how mergers and acquisitions affect them Explore how to obtain access to capital in an uncertain climate 5 EASY WAYS TO REGISTER Phone: or Fax: or CustomerService@CanadianInstitute.com Mail: The Canadian Institute 1329 Bay Street Toronto, Ontario M5R 2C4 Online: STEP 3 STEP 2 STEP 1 CONFERENCE CODE: 305S09-TOR YES! Please register the following delegate for Income Trust FEE PER DELEGATE Register & Pay by May 7, 2009 Register & Pay after May 7, 2009 Conference Only $ % GST = $ $ % GST = $ Conference + Interactive Learning Session $ % GST = $ $ % GST = $ Conference participants will receive a CD-ROM of the conference materials as part of their registration fee Please add a conference materials BINDER to my order $195 + $21.95 (S & H) (+ applicable taxes) I cannot attend but would like information regarding conference materials CONTACT DETAILS NAME ORGANIZATION ADDRESS POSITION CITY PROVINCE POSTAL CODE TELEPHONE TYPE OF BUSINESS APPROVING MANAGER FAX NO. OF EMPLOYEES POSITION PAYMENT Please charge my VISA MasterCard AMEX NUMBER EXPIRY SIGNATURE I have enclosed my cheque for $ including GST made payable to The Canadian Institute (GST No. R ) For group discounts please call Wire Transfer ($CAD) Please quote the name of the attendee(s) and the event code 305S09 as a reference. Beneficiary: The Canadian Institute Bank Name: HSBC / Account #: Address: 150 Bloor St, Suite M100, Toronto, ON Swift Code: HKBCCATT / Branch #: ADMINISTRATIVE DETAILS VENUE: METROPOLITAN HOTEL ADDRESS: 108 CHESTNUT STREET, TORONTO ON TEL.: Hotel Reservations For information on hotel room availability and reservations, please contact Metropolitan Hotel at Program Materials Conference participants will receive a comprehensive set of conference materials prepared by the speakers, as an excellent reference source after the conference. If you have paid and are unable to attend, the conference materials will be shipped to you upon request only. Request must be received within 30 days upon conclusion of the conference. Payment Policy Payment must be received in full by the conference date to ensure admittance. All discounts will be applied to the Conference Only fee (excluding add-ons), cannot be combined with any other offer, and must be paid in full at time of order. Group discounts available to individuals employed by the same organization. Cancellation and Refund Policy You must notify us by at least 48 hrs in advance if you wish to send a substitute participant. Delegates may not share a pass between multiple attendees without prior authorization. If you are unable to find a substitute, please notify The Canadian Institute in writing no later than 10 days prior to the conference date and a credit voucher will be issued to you for the full amount paid. Credit Vouchers are valid for 1 year and are redeemable against any other conference by The Canadian Institute. If you prefer, you may request a refund of fees paid less a 25% service charge. No credits or refunds will be given for cancellations received after 10 days prior to the conference date. The Canadian Institute reserves the right to cancel any conference it deems necessary and will, in such event, make a full refund of any registration fee, but will not be responsible for airfare, hotel or other costs incurred by registrants. No liability is assumed by The Canadian Institute for changes in program date, content, speakers or venue. Incorrect Mailing Information To advise us of changes to your contact information, please send amendments by Fax to or us at Data@ CanadianInstitute.com or visit our website and click on update your customer information.

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